TIDMLID
RNS Number : 4423E
LiDCO Group Plc
06 November 2020
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: LiDCO Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: LiDCO Group plc
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 30 October 2020
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares of 0.5p in LiDCO Group plc
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
Nil Nil Nil Nil
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
(A) Interests held by the directors of LiDCO Group plc and their close relatives and related
trusts:
Director No. of ordinary Percentage of
shares of 0.5p issued share
each held capital
Peter Grant 944,163 0.39%
Matthew Sassone 250,000 0.10%
Tim Hall 100,000 0.04%
Philip Cooper 2,666,667 1.09%
James Wetrich 19,900 0.01%
(B) Interests held as options or awards by directors of LiDCO Group plc granted under the
LiDCO Group plc Share Option Plan 2013 (the "Share Option Plan") which have vested but where
the director has not exercised their right to acquire or receive the shares:
Director Scheme Original Exercise Vesting Last Percentage
no. of price date date of issued
ordinary for share capital
shares exercise (3)
of 0.5p (2)
each under
option
/ award
(1)
Share
Option 0.5 pence 15 June 15 June
Matt Sassone Plan 1,248,262 per share 2018 2025 0.51%
0.5 pence 15 June 15 June
949,540 per share 2018 2025 0.39%
0.5 pence 15 June 15 June
2,197,802 per share 2019 2025 0.90%
0.5 pence 11 April 10 April
2,200,000 per share 2020 2022 0.90%
(1) The number shown in this column is the maximum number of ordinary shares which are capable
of being acquired in connection with that option. The actual number of shares which may be
acquired may be less, depending on performance against a share price performance condition.
(2) The date shown in this column is the last date on which the option may be exercised,
but for any earlier change of control of the Offeree in which case the last date for exercise
shall be the date 90 days after the date of the change of control. Subject to it becoming
unconditional in all respects, the Offer will constitute such a change of control.
(3) The percentage stated is calculated relative to the undiluted share capital of LiDCO
Group plc of 244,174,908 ordinary shares.
(C) Interests held as options or awards by directors of LiDCO Group plc granted under the
Share Option Plan which have not yet vested:
Director Scheme No. of ordinary Exercise Vesting Last Percentage
shares of price date date of issued
0.5p each for share capital
under option exercise (5)
/ award (4)
(3)
Share
Matthew Option 0.5 pence 20 April 19 April
Sassone Plan 1,000,000 per share 2021 2023 0.41%
0.5 pence 9 April 8 April
2,000,000 per share 2022 2024 0.82%
Share
Option 0.5 pence 9 April 8 April
Tim Hall Plan 2,000,000 per share 2022 2024 0.82%
0.5 pence 29 April 28 April
1,000,000 per share 2023 2025 0.41%
0.5 pence 29 April 28 April
1,000,000 per share 2024 2026 0.41%
(3) The number shown in this column is the maximum number of ordinary shares which are capable
of being acquired in connection with that option. The actual number of shares which may be
acquired may be less, depending on performance against a share price performance condition.
(4) The date shown in this column is the last date on which the option may be exercised,
but for any earlier change of control of the Offeree in which case the last date for exercise
shall be the date 90 days after the date of the change of control. Subject to it becoming
unconditional in all respects, the Offer will constitute such a change of control.
(5) The percentage stated is calculated relative to the undiluted share capital of LiDCO
Group plc of 244,174,908 ordinary shares.
(D) Interests of connected advisers of LiDCO Group plc
Class of relevant Ordinary shares of 0.5p each in LiDCO
security Group plc
Interests Short positions
Number % Number %
(1) Relevant securities Nil Nil Nil Nil
owned and/or controlled
(2) Cash-settled Nil Nil Nil Nil
derivatives
(3) Stock-settled Nil Nil Nil Nil
derivatives
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 6(th) November 2020
Contact name: Tim Hall
Telephone number: 020 7749 1509
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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END
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